SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LETTERHEAD OF THE BRYAN-COLLEGE
STATION FINANCIAL HOLDING COMPANY]
January 14, 2000
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of The Bryan-College Station Financial Holding Company (the
"Combined Company"). The meeting will be held at the principal offices of the
Combined Company located at 2900 Texas Avenue, Bryan, Texas on February 24, 2000
at 3:00 p.m., Bryan, Texas time. In addition to the annual stockholder vote on
corporate business items, the meeting will include management's report to you on
the Combined Company's 1999 financial and operating performance.
An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your rights
as a stockholder to vote and participate in this process. This year,
stockholders are being asked to consider and vote upon the only matters to be
brought before the meeting (per the Combined Company's by-laws specifying
advance notice of pertinent matters), which are the election of directors and
ratification of the appointment of auditors.
We encourage you to attend the meeting in person. Whether or not you
attend the meeting, we hope that you will read the enclosed proxy statement and
then COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN it in the
postage prepaid envelope provided. This will save the Combined Company
additional expenses in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy card.
Thank you for your attention to these important matters.
Sincerely,
Richard L. Peacock
CHAIRMAN OF THE BOARD
J. Stanley Stephen
PRESIDENT/CHIEF EXECUTIVE OFFICER
<PAGE>
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
2900 TEXAS AVENUE
BRYAN, TEXAS 77802
(409) 779-2900
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on February 24, 2000
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Bryan-College Station Financial Holding Company (the "Combined
Company") will be held at 2900 Texas Avenue, Bryan, Texas, at 3:00 p.m. Bryan,
Texas time, on February 24, 2000.
A proxy card and a proxy statement for the Meeting are enclosed. Per the
Combined Company's by-laws requiring advance notice of matters to be brought
before the stockholders meeting, the Meeting is limited for the purposes of
considering and acting upon:
1. The election of 11 directors of the Combined Company;
2. The ratification of the appointment of Crowe, Chizek and Company LLP
as auditors for the Combined Company for the fiscal year ending
September 30, 2000;
and any other matters as may properly permitted to come before the Meeting, or
any adjournments thereof. The Board of Directors is not aware at this time of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Common stockholders of record at the close of business on December
31, 1999, are the stockholders entitled to vote at the Meeting, and any
adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Richard L. Peacock J. Stanley Stephen
CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Bryan, Texas
January 14, 2000
- ------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMBINED COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- ------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
2900 Texas Avenue
Bryan, Texas 77802
(409) 779-2900
ANNUAL MEETING OF STOCKHOLDERS
February 24, 2000
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of The Bryan-College Station Financial Holding
Company (the "Combined Company"), whose principal operating and wholly-owned
subsidiary is First Federal Savings Bank, Bryan, Texas ("First Federal" or the
"Bank") of proxies to be used at the Annual Meeting of Stockholders of the
Combined Company (the "Meeting"), which will be held at 2900 Texas Avenue,
Bryan, Texas, on February 24, 2000, at 3:00 p.m., Bryan, Texas time, and all
adjournments of the Meeting. The accompanying notice of meeting, proxy and this
proxy statement are first being mailed to common stockholders on or about
January 14, 2000.
At the Meeting, common stockholders of the Combined Company are being
asked to consider and vote upon the election of 11 directors of the Combined
Company and the ratification of the appointment of Crowe, Chizek and Company LLP
as independent auditors for the Combined Company for the fiscal year ending
September 30, 2000.
VOTE REQUIRED AND PROXY INFORMATION
All shares of the Combined Company's common stock represented at the
Meeting by properly executed proxies received prior to or at the Meeting, and
not revoked, will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted for the nominees and the adoption of the proposals set forth in this proxy
statement. The Combined Company does not know of any matters, other than as
described in the Notice of Annual Meeting of Stockholders, that are to properly
come before the Meeting. Per the Combined Company's by-laws specifying advance
notice of matters to be properly brought before the Meeting, if any other
matters are properly presented at the Meeting for action, the persons named in
the enclosed form of proxy and acting thereunder will have the discretion to
vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. The appointment of the independent auditors requires the affirmative
vote of a majority of shares present in person or represented by proxy at the
Meeting and entitled to vote on the matter. Proxies marked to abstain with
respect to a proposal have the same effect as votes against the proposal. Broker
non-votes have no effect on the vote.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Combined Company's Board of Directors at or before the Meeting a written
notice of revocation bearing a later date than the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Combined Company's Board of Directors at or before the Meeting; or (iii)
attending the Meeting and voting in person (although attendance at the Meeting
will not in and of itself constitute revocation of a proxy). Any written notice
revoking a proxy should be delivered to Charles Neelley, Secretary of the Board
of Directors, at the above stated address.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on December 31, 1999,
will be entitled to one vote for each share of common stock then held. As of
that date, the Combined Company had 428,409 shares of common stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the common stock and all directors and executive
officers of the Combined Company and the Bank as a group.
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
AT DECEMBER 31, PERCENT
BENEFICIAL OWNER 1999 OF CLASS
- -------------------------------------- ------------------ --------
Jean Stephen(1)....................... 32,780 7.65%
John Winsauer......................... 25,000 5.84
Directors and executive officers of
the Combined Company and the Bank as
a group (13 persons)(2).............. 83,563 18.43
(1) Wife of President J. Stanley Stephen. This amount excludes 8,000 shares of
common stock for which Mr. Stephen currently has the right to acquire
beneficial ownership upon the exercise of stock options pursuant to The
Bryan-College Station Financial Holding Company's 1998 Stock Option and
Incentive Plan (the "Stock Option Plan").
(2) Includes shares held directly as well as jointly with family members, and
shares held in retirement accounts in a fiduciary capacity or by certain
family members, with respect to which shares the listed individuals or
group members may be deemed to have sole voting and investment power.
Includes 25,000 shares of all directors and executive officers as a group,
which are subject to options currently exercisable.
PROPOSAL I-ELECTION OF DIRECTORS
GENERAL
The Combined Company's Board of Directors currently consists of 11
members, each of whom is also a director of the Bank. Directors of the Combined
Company are elected annually and serve their one year term or until their
respective successors shall have been elected and qualified.
The table below sets forth certain information regarding the composition
of the Combined Company's Board of Directors. The Board of Directors, acting as
the nominating committee, has recommended and approved the nominees identified
in the following table. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting "FOR" the election of the nominees
identified below. If a nominee is unable to serve, the shares represented by all
valid proxies will be voted for the election of such substitute nominee as the
Board of Directors may recommend. At this time, the Board of Directors knows of
no reason why any nominee may be unable to serve, if elected. Except as
disclosed herein, there are no arrangements or understandings between the
nominee and any other person pursuant to which the nominee was selected.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Stock
Director Term to Beneficially Percent
Name Age(1) Position(s) Held Since(2) Expire Owned(3) of Class
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Helen Chavarria 63 Director 1999 2001 300 *
Robert H. Conaway 46 Director 1995 2001 7,319 1.70
Ken L. Hayes 60 Director 1993 2001 2,127 *
George Koenig 55 Director/Executive 1996 2001 1,300 *
Vice President of
the Bank
Joseph W. Krolczyk 60 Director 1998 2001 5,425 1.26
Charles Neelley 70 Director, 1993 2001 13,496 3.14
Secretary/Treasurer
Richard L. Peacock 81 Chairman of the Board 1965 2001 7,866 1.83
Roland Ruffino 49 Director 1995 2001 12,500 2.91
Gary A. Snoe 42 Director 1998 2001 12,500 2.91
J. Stanley Stephen 66 Director, 1991 2001 8,000(4) 1.86
President/Chief
Executive Officer
Ernest A. Wentrcek 71 Vice Chairman of the 1965 2001 8,430 1.96
Board
</TABLE>
* Represents less than 1 percent of the outstanding shares of the
Combined Company's common stock.
(1) At September 30, 1999.
(2) Includes service as a director of the Bank.
(3) Amounts include shares held directly and jointly with family members as
well as shares which are held in retirement accounts, or held by certain
members of the named individuals' families, or held by trusts of which the
named individual is a trustee or substantial beneficiary, with respect to
which shares the respective directors may be deemed to have sole or shared
voting and/or investment power.
(4) Excludes 32,780 shares owned by Mr. Stephen's wife. Mr. Stephen has
disclaimed beneficial ownership of his wife's shares.
The principal occupation of each director is set forth below. All
directors have held their present position for at least five years unless
otherwise indicated.
HELEN CHAVARRIA. Ms. Chavarria is a currently a Housing Management
Specialist for the Brazos Valley Council of Government, a position she has held
since 1992. She also serves as an area recruiter for Amnesty and as an
instructional assistant for Region IV Educational Service Center, located in
Huntsville, Texas. Ms. Chavarria has served in such capacities since 1988.
ROBERT H. CONAWAY. Mr. Conaway is the founder and President of Progress
Supply, located in Bryan, Texas, a distributor of wholesale supply plumbing
fixtures and contractors' supplies.
KEN L. HAYES. Mr. Hayes is the owner of Aggieland Travel, located in
College Station, a full-service travel agency.
GEORGE KOENIG. Mr. Koenig is currently serving as Executive Vice President
of the Bank. Mr. Koenig was previously employed as an executive operations
officer with a local financial institution located in Bryan, Texas.
3
<PAGE>
JOSEPH W. KROLCZYK. Mr. Krolczyk has served as the owner and President of
KESCO Supply Inc., a food service equipment and supply firm located in Bryan,
Texas for over 20 years.
CHARLES NEELLEY. Mr. Neelley is retired from Texas A&M University and the
travel agency business. He is currently active in the mini-storage business. In
November 1995, Mr. Neelley was elected Secretary/Treasurer of the Board of First
Federal, and later was elected Secretary/Treasurer of the Combined Company when
it was organized in 1998.
RICHARD L. PEACOCK. Mr. Peacock has been retired since 1983 from a
privately owned retail office supply and furniture business located in Bryan,
Texas. Prior to that time, he was in the restaurant business for approximately
12 years and the soft-drink bottling business for five years. He has also
managed a health resort and clinic located in Marlin, Texas. In November 1995,
Mr. Peacock was elected Chairman of the Board of First Federal, and later was
elected Chairman of the Board of the Combined Company when it was organized in
1998.
ROLAND RUFFINO. Mr. Ruffino is a partner of Readfield Meats, Inc., a
long-time leading wholesale and retail meat distributor located in Bryan, Texas.
GARY A. SNOE. Mr. Snoe is the owner and President of Snoe Inc., a
precision, speciality machining and welding plant located in the Bryan, Texas
trade area. He was previously the owner of a machine and welding plant for over
19 years in Houston, Texas.
J. STANLEY STEPHEN. Mr. Stephen was appointed President and Chief Executive
Officer of First Federal in February 1991 and elected President and Chief
Executive Officer of the Combined Company when it was organized in 1998. From
1965 until 1986, Mr. Stephen worked with First Bank and Trust, Bryan, Texas
where he served as Executive Vice President, President, Chairman and Chief
Executive Officer and Senior Chairman until his retirement in 1986. From June
1986 until February 1990, Mr. Stephen was President and Chief Executive Officer
of University National Bank, College Station, Texas. Mr. Stephen was a financial
institutions consultant from March until October 1990.
ERNEST A. WENTRCEK. Mr. Wentrcek was the Secretary and/or Treasurer of the
Bank's Board of Directors until 1995 when he was elected Vice Chairman of the
Board of Directors of First Federal, and later was elected Vice Chairman of the
Board of the Combined Company when it was formed in 1998. Mr. Wentrcek is the
President and owner of W&W Builders/Realtors, a real estate sales, rental and
property management company located in Bryan, Texas. In September 1988, he
retired as the Associate Director for Business Affairs of the Texas Engineering
Extension Service, Texas A&M University System, a vocational education
organization. He is a member of the Finance Committee of the Supreme Lodge of
the Slavonic Benevolent Order of the State of Texas (SPJST). Mr. Wentrcek is a
licensed real estate broker and a member of the Bryan-College Station Board of
Realtors and the Multiple Listing Service. He is also a member of the American
Legion Post 159-Bryan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
MEETINGS AND COMMITTEES OF THE COMBINED COMPANY. Meetings of the Combined
Company's Board of Directors are generally held on a monthly basis, with special
meetings held on an as needed basis. The Board of Directors met 15 times during
the fiscal year ended September 30, 1999. No incumbent director of the Combined
Company attended fewer than 75% of the total number of board meetings held by
the Board of Directors and the total number of meetings held by the committees
of the Board of Directors on which he or she served during fiscal year 1999.
4
<PAGE>
The Board of Directors of the Combined Company has standing Executive;
Audit and Asset Review; Asset/Liability; Compliance; Investment, Insurance &
Finance; Personnel; Policy; Loan; Stock Option and Business Development & Public
Relations Committees.
The Executive Committee is currently composed of Directors Stephen
(Chairman), Wentrcek, Peacock and Neelley. This Committee meets on an as needed
basis and handles major policy questions between regularly scheduled board
meetings. The Committee met 14 times during fiscal 1999.
The Audit and Asset Review Committee is currently composed of Directors
Wentrcek (Chairman), Conaway, Krolczyk and Stephen, and Chief Financial Officer
William Wantuck. The Committee currently meets as necessary on matters
concerning annual audits and internal audit findings. This Committee met five
times during fiscal 1999.
The Asset/Liability Committee is currently composed of Mr. Wantuck
(Chairman), Directors Stephen, Hayes, Krolczyk and Snoe, and Senior Vice
President Mary Lynn Hegar. This Committee meets on an as needed basis to handle
matters pertaining to overall asset/liability management and loan pricing of
deposits. This Committee did not meet during fiscal 1999.
The Compliance Committee is currently composed of Directors Conaway
(Chairman), Stephen, Koenig, Wentrcek and Krolczyk, and Mr. Wantuck. This
Committee meets quarterly to review, monitor and implement training for all
compliance-related matters. This Committee met four times during fiscal 1999.
The Investment, Insurance & Finance Committee is currently composed of
Directors Stephen (Chairman), Ruffino, Hayes and Krolczyk, Mr. Wantuck and Ms.
Hegar. This Committee meets on an as needed basis to handle matters relating to
liquid assets, insurance and securities portfolio. This Committee did not meet
during fiscal 1999.
The Personnel Committee is currently composed of Directors Peacock
(Chairman), Stephen, Neelley, Wentrcek and Krolczyk. This Committee meets as
necessary and is responsible for handling matters pertaining to personnel. This
Committee met four times during fiscal 1999.
The Policy Committee is currently composed of Directors Stephen (Chairman),
Conaway, Ruffino and Snoe, and Mr. Wantuck. This Committee meets as necessary to
review and update the Bank's policies. This Committee met once during fiscal
1999.
The Loan Committee is composed of Director Stephen and three non-employee
directors of the Combined Company. This Committee meets as necessary and is
responsible for matters related to the Bank's loan portfolio. This Committee met
18 times during fiscal 1999.
The Stock Option Committee is currently composed of Directors Peacock
(Chairman), Wentrcek, Neelley, Conaway, Hayes, Krolczyk, Snoe and Ruffino. This
Committee meets on an as needed basis to make awards under the Stock Option
Plan. This Committee met once during fiscal 1999.
The Business Development & Public Relations Committee is currently composed
of Directors Ruffino (Chairman), Krolczyk, Peacock, Conaway, Koenig, Stephen,
Snoe and Neelley, and Mr. Wantuck. This Committee meets on a as needed basis and
is responsible for all issues relating to business development and marketing.
This Committee did not meet during fiscal 1999.
The entire Board of Directors acts as a nominating committee for selecting
nominees for the election of directors. While the Board of Directors of the
Combined Company will consider nominees recommended by stockholders, the Board
has not actively solicited such nominations.
5
<PAGE>
DIRECTOR COMPENSATION
Effective January 27, 1999, outside directors received $300.00 for each
board meeting attended and $100.00 for each committee meeting attended. Prior to
that, outside directors received $225.00 for each board meeting attended and
$75.00 for each committee meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or granted to the Combined Company's and the Bank's Chief Executive Officer
and to one other executive officer of the Bank who made in excess of $100,000
during fiscal 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAY0UTS
- ------------------------------------------------- --------------------- --------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
- ------------------- ---- ------ ----- ------------ -------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Stephen 1999 $ 93,475 $6,500 --- --- 8,000 --- $40,025
President and Chief 1998 74,000 --- --- --- --- --- 40,000
Executive Officer 1997 102,000 --- --- --- --- --- ---
James D. McCrady, 1999 $ 60,000 $59,434 --- --- --- --- ---
Jr., Senior Vice 1998 --- --- --- --- --- --- ---
President
</TABLE>
(1) Represents a contribution to Mr. Stephen's Supplemental Executive
Retirement Plan for each respective year.
(2) Although Mr. McCrady has been with the Bank since April 1998, fiscal year
1999 is the first year in which he has made in excess of $100,000.
The following table provides information regarding stock options. No stock
appreciation rights were granted during fiscal 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------
Individual Grants
- --------------------------------------------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE
- ----------------------------- ---------- ----------- ----------- --------------
J. Stanley Stephen 8,000 52.5% $8.00 5/21/09
6
<PAGE>
The following table provides information as to the value of the options
held by the Combined Company's and Bank's Chief Executive Officer during fiscal
1999, none of which have been exercised.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(1)
------------------------- --------------------------
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- ----------------- --------- -------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
J. Stanley Stephen --- $--- 8,000 --- (1) $---
</TABLE>
(1) Represents the aggregate market value (market price of the common stock
less the exercise price) of the option granted based upon the closing
price of $5.50 per share of the common stock as reported on the OTC
Electronic Bulletin System on September 30, 1999. Therefore, such options
were not in-the-money at that date.
EMPLOYMENT AGREEMENTS
The Bank has entered into an employment agreement with President J.
Stanley Stephen which became effective July 1, 1997. The agreement provides for
an initial term of three years and a base salary not less than his current base
salary, provided that the amount actually paid as salary shall be reduced during
the first five years of the agreement by one-half of the cost to the Bank of his
supplemental retirement benefit. The agreement gives Mr. Stephen the right to
elect to cease serving as President and Chief Executive Officer and to commence
serving as a consultant to the Bank at a fee of $58,200 per year. In addition,
the agreement provides a supplemental retirement benefit for Mr. Stephen in an
amount such that when added to his benefit under the qualified retirement plan,
he will receive up to 70% of the average of his annual salary and bonus during
the three years out of the prior ten years in which he received the highest
salary and bonus. Mr. Stephen's right to the supplemental retirement benefit
vests at 20% per year, which commenced July 1, 1997, and will continue to vest
completely if he discontinues his employment due to disability. The agreement
further provides that if the Bank terminates Mr. Stephen's employment other than
for cause, without his consent, it shall pay him his salary for the
then-remaining term of the agreement and consulting fees until June 30, 2002.
Based on his current salary, if Mr. Stephen was terminated as of September
30, 1999, under circumstances entitling him to severance pay as described above,
he would have been entitled to receive a lump sum cash payment of approximately
$367,500.
CERTAIN TRANSACTIONS
The Bank, like many financial institutions, has followed a policy of
granting to officers, directors and employees, loans secured by the borrower's
residence, along with certain consumer loans and business loans, if the borrower
is credit-worthy. All loans to the Bank's officers and directors are made in the
ordinary course of business and generally on the same terms, including interest
rate and collateral, and conditions as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
7
<PAGE>
All loans by the Bank to its directors and executive officers are subject
to the OTS regulations restricting loans and other transactions with affiliated
persons of the Bank. Federal law currently requires that all loans to directors
and executive officers generally be made on terms and conditions comparable to
those for similar transactions with non-affiliates. Loans to all directors and
executive officers and their associates totaled $727,620 at September 30, 1999,
which was 12.49% of the Bank's equity capital at that date. All loans to
directors and executive officers were performing in accordance with their terms
at September 30, 1999.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors of the Combined Company has appointed Crowe, Chizek
and Company LLP ("Crowe, Chizek") to be its auditors for the fiscal year ending
September 30, 2000, subject to the ratification of the appointment by the
Combined Company's stockholders at the Meeting. A representative of Crowe,
Chizek is expected to attend the Meeting to respond to appropriate questions and
will have an opportunity to make a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE COMBINED
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Combined Company's proxy
materials for the next Annual Meeting of Stockholders, any stockholder proposal
to take action at such a meeting must be received at the Combined Company's main
office located at 2900 Texas Avenue, Bryan, Texas 77802, no later than September
18, 2000. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended. To be
considered for presentation at next years annual meeting, although not included
in the proxy statement, any shareholder proposal must be received at the
Combined Company's executive office on or before December 20, 2000. In the event
that the date of next year's annual meeting changes, either advances more than
20 days or delayed by more than 60 days, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of the
60th day prior to such annual meeting or the eighth day following the day on
which notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting is first made. However, for nominations of persons
for election to the Board of Directors by a stockholder, in the event that less
than 40 days' notice of the date of the meeting is first given or made to
stockholders, by public announcement or mail, notice by the stockholder to be
timely must be so received not later than the close of business on the eighth
day following the day on which such notice of the date of the meeting was mailed
or public announcement was first made. All stockholder proposals must comply
with the Combined Company's Bylaws and Delaware law.
OTHER MATTERS
The Board of Directors is not aware at this time of any business to
properly come before the Meeting other than those matters described above in
this proxy statement, as no shareholder proposal was received within the advance
notice required by the Combined Company's by-laws. However, if any other matter
should properly come before the Meeting, it is intended that holders of the
proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Combined Company.
The Combined Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of common stock. In addition to
solicitation by mail, directors, officers and regular employees of the Combined
Company may solicit proxies personally, by telegraph or telephone without
additional compensation.
8
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Combined
Company's directors and executive officers, and persons who own more than 10% of
the Combined Company's common stock (or any other equity securities, of which
there is none), to file with the SEC initial reports of ownership and reports of
changes in ownership of the Combined Company's common stock. Officers, directors
and greater than 10% shareholders are required by SEC regulations to furnish the
Combined Company with copies of all Section 16(a) forms they file.
To the Combined Company's knowledge, based solely on a review of the
copies of such reports furnished to the Combined Company and written
representations that no other reports were required during the fiscal year ended
September 30, 1999, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with
except that Mr. Koenig inadvertently failed to timely file a Form 4 to report
one transaction. Mr. Koenig reported his transaction on a Form 5 dated November
8, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
Richard L. Peacock
CHAIRMAN OF BOARD
J. Stanley Stephen
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Bryan, Texas
January 14, 2000
9
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REVOCABLE PROXY
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 24, 2000
The undersigned hereby appoints the Board of Directors of The
Bryan-College Station Financial Holding Company (the "Company"), and the
survivor of them, with full powers of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of common stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Meeting"), to be held at 2900 Texas Avenue, Bryan, Texas, on February 24,
2000 at 3:00 p.m., Bryan, Texas time, and at any and all adjournments thereof,
as follows:
I. The election of the nominated directors listed below for terms to
expire in the year 2001.
/ / FOR / / WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW.
Helen Chavarria Richard L. Peacock
Robert H. Conaway J. Roland Ruffino
Ken L. Hayes Gary A. Snoe
George Koenig J. Stanley Stephen
Joseph W. Krolczyk Ernest A. Wentrcek
Charles E. Neelley
II. The ratification of the appointment of Crowe, Chizek and Company LLP
as auditors of the Company for the fiscal year ending September 30,
2000.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS PERMITTED BY
THE COMPANY'S BY-LAWS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS PERMITTED UNDER THE COMPANY'S BY-LAWS TO
BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of a Notice of Annual Meeting, a proxy statement dated
January 14, 2000 and the Company's Annual Report to Stockholders
for the fiscal year ended September 30, 1999.
Dated:
------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER
---------------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) above on this card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
